Common use of Election and Replacement Clause in Contracts

Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all obligations pursuant to Section 10.02 hereof), holders of greater than 50% of the aggregate value of the Notes (a "Majority") may, from time to time upon written notice to the Stockholders' Representatives and Apertus, remove any of the Stockholders' Representatives or appoint one or more new Stockholders' Representatives to fill any vacancy created by the death, incapacitation, resignation or removal of one or both Stockholders' Representatives. Furthermore, if a Stockholders' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to fill the vacancy so created. If the Majority fails to appoint such successor within 10 business days after a request by Apertus to appoint such successor, the remaining Stockholders' Representative shall appoint such successor. If the remaining Stockholders' Representative does not appoint such successor within 15 business days after Apertus's initial request to the Majority to appoint such successor, then Apertus shall appoint such successor, and shall advise all Note holders of such appointment by written notice. A copy of any appointment by the Majority of the Stockholders' Representatives of any successor Stockholders' Representative shall be provided to Apertus promptly after it shall have been effected.

Election and Replacement. During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations pursuant to Section 10.02 hereof9.2.1 of the Stock Purchase and Sale Agreement), holders the Shareholders who immediately prior to the date hereof held HCI Common Stock representing an aggregate number of greater than 50shares of HCI Common Stock which exceeded 80% of the aggregate value amount of such HCI Common Stock outstanding immediately prior to the Notes date hereof (a "" Majority") may, may from time to time upon written notice to the StockholdersShareholders' Representatives Representative, the Escrow Agent and ApertusUHS remove the Shareholders' Representative, remove any of and if the Stockholders' Representatives or appoint one or more new Stockholders' Representatives to fill any vacancy created by the death, incapacitation, resignation or removal of one or both Stockholders' Representatives. Furthermore, if a StockholdersShareholders' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor StockholdersShareholders' Representative to fill the vacancy so created. If the Majority fails is required to appoint such but has not appointed a successor within 10 business days after a request by Apertus to appoint such successor, the remaining StockholdersShareholders' Representative shall appoint such successor. If the remaining Stockholders' Representative does not appoint such successor within 15 business days after Apertus's initial from a request to the Majority by UHS to appoint such successora successor Shareholders' Representative, then Apertus UHS shall have the right to appoint such successora Shareholders' Representative to fill the vacancy so created, and shall advise all Note those who were holders of HCI Common Stock immediately prior to the date hereof of such appointment by written notice. A copy of any appointment by the Majority of the Stockholders' Representatives of any successor StockholdersShareholders' Representative shall be provided to Apertus UHS promptly after it shall have been effected.